Notes
to the Consolidated Financial Statements
March
31, 2023
(unaudited)
NOTE
1 – NATURE OF BUSINESS
Hubilu
Venture Corporation (“the Company”) was incorporated under the laws of the state of Delaware on March 2, 2015 and is a publicly
traded real estate consulting, asset management and business acquisition company, which specializes in acquiring student housing income
properties and development/business opportunities located near the Los Angeles Metro/subway stations and within the Los Angeles area.
NOTE
2 – BASIS OF PRESENTATION AND ABILITY TO CONTINUE AS A GOING CONCERN
The
accompanying consolidated financial statements include the accounts of the Company and each of its wholly owned subsidiaries: Akebia
Investments LLC, Zinnia Investments, LLC, Sunza Investments, LLC, Lantana Investments LLC, Elata Investments, LLC, Trilosa Investments,
LLC, Kapok Investements, LLC, Boabab Investments, LLC and Mopane Investments, LLC. All intercompany transactions have been eliminated
on consolidation.
The
financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States
of America (“US GAAP”) on the basis that the Company will continue as a going concern, which assumes that the Company will
be able to meet its obligations and continue its operations for the next year. Realization values may be substantially different from
carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values
and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2023, the Company
had not yet achieved profitable operations, had an accumulated deficit of $1,744,522 and expects to incur further losses in the development of
its business, all of which casts substantial doubt upon the Company’s ability to continue as a going concern and, therefore, that
it may be unable to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.
Management intends to focus on raising additional funds either by way of debt or equity issuances in order to continue operations. The
Company cannot provide any assurance or guarantee that it will be able to obtain additional financing or generate revenues sufficient
to maintain operations.
NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Preparation and Summary of Significant Accounting Policies
The
accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with Securities and
Exchange Commission rules and regulations and generally accepted accounting principles in the United States of America (“US GAAP”)
and in the opinion of management contain all adjustments necessary to present fairly the financial position, results of operations and
cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These condensed consolidated
financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Reclassification
Certain
reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications
had no effect on previously reported results of operations or retained earnings.
Fair
Value Measurements
The
fair value hierarchy under GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable,
that may be used to measure fair value which are the following:
Level
1 |
quoted
prices (unadjusted) in active markets for identical assets or liabilities. |
|
|
Level
2 |
observable
inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant
value drivers are observable; and |
|
|
Level
3 |
assets
and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the
fair value of the assets or liabilities. |
Recent
Accounting Standards
From
time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statements.
NOTE
4 - PROPERTY ACQUISITIONS - Related Party
As
of March 31, 2023, we have not acquired any additional properties since the year ended December 31, 2022.
On
January 1, 2023 we refinanced 2029 W. 41st Place in Los Angeles. Terms of the refinance are as follows: (1) A first
position note with payment on principal balance of $820,000
issued by the Property Owner, Boabab Investments, LLC, owing to lender, Belladonna Lily Investments, Inc., whose terms of payments
due are interest only, on unpaid principal at the rate of 6%
per annum. Interest only is payable in monthly installments of $4,100
or more starting on February 1, 2023 and continuing until the 31st day of December 2029, at which time the entire
principal balance together with interest due thereon, shall become due and payable.
In
February 2023, we entered a three-month loan extension with Center Street Lending on 1733 W. 37th Place with a due date of June 22,
2023.
NOTE
5 - INVESTMENTS IN REAL ESTATE- Related party
The
change in the real estate property investments for the three months ended March 31, 2023 and the year ended December 31, 2022 is as follows:
SUMMARY
OF CHANGES IN REAL ESTATE PROPERTY INVESTMENTS
| |
Three months ended
March 31, 2023 | | |
Year ended
December 31, 2023 | |
| |
| | |
| |
Balance, beginning of the period | |
$ | 17,555,462 | | |
$ | 14,255,927 | |
Acquisitions: | |
| - | | |
| 2,739,632 | |
Real estate investment property, at cost | |
| 17,555,462 | | |
| 16,995,559 | |
Capital improvements | |
| 106,984 | | |
| 559,903 | |
Balance, end of the period | |
$ | 17,662,446 | | |
$ | 17,555,462 | |
The
change in the accumulated depreciation for the nine months ended March 31, 2023 and 2022 is as follows:
SCHEDULE
OF CHANGES IN ACCUMULATED DEPRECIATION
| |
March 31, 2023 | | |
March 31, 2022 |
|
Balance, beginning of the period | |
$ | 564,647 | | |
$ |
356,036 |
|
Depreciation charge for the period | |
| 56,022 | | |
|
49,227 |
|
Balance, end of the period | |
$ | 620,669 | | |
$ |
405,263 |
|
The
Company’s real estate investments as of March 31, 2023 is summarized as follows:
SCHEDULE
OF REAL ESTATE INVESTMENT
| |
Land | | |
Building | | |
| | |
| | |
| | |
| | |
| |
| |
Initial Cost to the Company | | |
Capital | | |
Accumulated | | |
| | |
Security | | |
Closing | |
| |
Land | | |
Building | | |
Improvements | | |
Depreciation | | |
Encumbrances | | |
Deposits | | |
Costs | |
3711 South Western Ave | |
$ | 508,571 | | |
$ | 383,716 | | |
$ | 56,313 | | |
$ | 105,406 | | |
$ | 643,585 | | |
$ | 15,004 | | |
| - | |
2909 South Catalina | |
| 565,839 | | |
| 344,856 | | |
| 17,381 | | |
| 91,237 | | |
| 523,590 | | |
| 14,400 | | |
| - | |
3910 Wisconsin Ave | |
| 337,500 | | |
| 150,000 | | |
| 88,833 | | |
| 37,297 | | |
| 688,514 | | |
| 16,000 | | |
| 28,444 | |
3910 Walton Ave | |
| 318,098 | | |
| 191,902 | | |
| 104,411 | | |
| 37,494 | | |
| 536,798 | | |
| 11,000 | | |
| - | |
1557 West 29th | |
| 496,609 | | |
| 146,891 | | |
| 24,286 | | |
| 26,124 | | |
| 602,388 | | |
| 4,900 | | |
| 14,251 | |
1267 West 38th Street | |
| 420,210 | | |
| 180,090 | | |
| 21,611 | | |
| 31,270 | | |
| 603,624 | | |
| 11,000 | | |
| 15,701 | |
1618 West 38th | |
| 508,298 | | |
| 127,074 | | |
| 14,732 | | |
| 15,900 | | |
| 632,851 | | |
| 12,000 | | |
| - | |
4016 Dalton Avenue | |
| 424,005 | | |
| 106,001 | | |
| 53,540 | | |
| 18,922 | | |
| 607,515 | | |
| 4,530 | | |
| 27,678 | |
1981 West Estrella Avenue | |
| 651,659 | | |
| 162,915 | | |
| 72,501 | | |
| 26,165 | | |
| 895,510 | | |
| - | | |
| 21,981 | |
2115 Portland Street | |
| 753,840 | | |
| 188,460 | | |
| 5,063 | | |
| 21,510 | | |
| 909,315 | | |
| 8,125 | | |
| - | |
717 West 42nd Place | |
| 376,800 | | |
| 94,200 | | |
| - | | |
| 21,102 | | |
| 471,035 | | |
| 1,350 | | |
| - | |
3906 Denker Street | |
| 428,000 | | |
| 107,000 | | |
| 60,210 | | |
| 16,046 | | |
| 584,710 | | |
| 8,500 | | |
| - | |
3408 S Budlong Street | |
| 499,200 | | |
| 124,800 | | |
| 55,298 | | |
| 15,078 | | |
| 726,902 | | |
| 9,840 | | |
| - | |
3912 S. Hill Street | |
| 483,750 | | |
| 161,250 | | |
| 144,475 | | |
| 26,027 | | |
| 653,256 | | |
| - | | |
| - | |
4009 Brighton Avenue | |
| 442,700 | | |
| 158,300 | | |
| 173,503 | | |
| 15,292 | | |
| 717,152 | | |
| 2,500 | | |
| 13,040 | |
3908 Denker Avenue | |
| 534,400 | | |
| 158,300 | | |
| 99,289 | | |
| 13,062 | | |
| 628,069 | | |
| 4,500 | | |
| 20,243 | |
4021 Halldale Avenue | |
| 487,500 | | |
| 162,500 | | |
| 45,188 | | |
| 10,382 | | |
| 761,554 | | |
| 18,000 | | |
| 37,234 | |
1284 W. 38th Street | |
| 551,250 | | |
| 183,750 | | |
| - | | |
| 11,179 | | |
| 833,868 | | |
| 12,000 | | |
| 16,623 | |
4505 Orchard Avenue | |
| 506,250 | | |
| 145,776 | | |
| 179,118 | | |
| 16,397 | | |
| 645,649 | | |
| 18,000 | | |
| 27,037 | |
3777 Ruthelen Street | |
| 559,200 | | |
| 139,800 | | |
| 26,057 | | |
| 10,030 | | |
| 708,135 | | |
| 13,900 | | |
| 11,019 | |
3791 Normandie Avenue | |
| 480,000 | | |
| 160,000 | | |
| 7,000 | | |
| 11,846 | | |
| 763,448 | | |
| 12,000 | | |
| 27,394 | |
2029 W. 41st Place | |
| 540,000 | | |
| 180,000 | | |
| 135,605 | | |
| 22,904 | | |
| 820,000 | | |
| 19,000 | | |
| 15,742 | |
4517 Orchard Avenue | |
| 453,750 | | |
| 151,250 | | |
| 100,401 | | |
| 13,570 | | |
| 635,023 | | |
| 10,000 | | |
| 8,853 | |
1733 W. 37th Street | |
| 472,875 | | |
| 157,625 | | |
| 12,167 | | |
| 6,429 | | |
| 667,450 | | |
| 12,000 | | |
| 13,464 | |
| |
$ | 11,800,304 | | |
$ | 4,066,456 | | |
$ | 1,496,982 | | |
$ | 620,669 | | |
$ | 16,259,941 | | |
$ | 238,549 | | |
$ | 298,704 | |
NOTE 6 – ADVANCED RENTS RECEIVED
The Company received $82,150 of rents in advance as
of March 31, 2023. There was no rental income received in advance as of December 31, 2022.
NOTE
7 - PROPERTY INDEBTEDNESS
The
Company’s mortgages are summarized as follows:
SCHEDULE OF MORTGAGES PAYABLE
| |
Principal balance | | |
| | |
|
| |
March 31, 2023 | | |
December 31, 2022 | | |
Interest rate | | |
Maturity date |
3711 South Western Ave | |
$ | 643,585 | | |
$ | 643,585 | | |
| 5.00 | % | |
December 1, 2029 |
2909 South Catalina Street | |
| 433,997 | | |
| 436,939 | | |
| 3.10 | % | |
August 12, 2046 |
-Second Note | |
| 89,593 | | |
| - | | |
| 6.00 | % | |
June 20, 2029 |
3910 Walton Ave. | |
| 536,798 | | |
| 539,547 | | |
| 5.00 | % | |
August 01, 2049 |
3910 Wisconsin Street | |
| 688,515 | | |
| 691,349 | | |
| 5.225 | % | |
March 1, 2052 |
1557 West 29 Street | |
| 602,388 | | |
| 605,129 | | |
| 4.975 | % | |
June 1, 2051 |
1267 West 38 Street | |
| 603,624 | | |
| 606,053 | | |
| 4.95 | % | |
June 1, 2051 |
4016 Dalton Avenue | |
| 607,515 | | |
| 609,959 | | |
| 4.975 | % | |
June 1, 2051 |
1618 West 38 Street | |
| | | |
| | | |
| | | |
|
- First Note | |
| 482,851 | | |
| 484,883 | | |
| 6.30 | % | |
January 1, 2050 |
- Second Note | |
| 150,000 | | |
| 150,000 | | |
| 6.00 | % | |
December 10, 2023 |
1981 Estrella Ave | |
| 895,510 | | |
| 899,278 | | |
| 5.225 | % | |
June 1, 2051 |
717 West 42 Place | |
| | | |
| | | |
| | | |
|
- First Note | |
| 336,067 | | |
| 336,267 | | |
| 6.85 | % | |
October 31, 2025 |
- Second Note | |
| 134,968 | | |
| 134,968 | | |
| 6.85 | % | |
April 30, 2029 |
2115 Portland Street | |
| | | |
| | | |
| | | |
|
- First Note | |
| 589,539 | | |
| 591,836 | | |
| 6.00 | % | |
June 1, 2049 |
-Second Note | |
| 319,776 | | |
| 319,776 | | |
| 5.00 | % | |
April 30, 2024 |
3906 Denker | |
| | | |
| | | |
| | | |
|
-First Note | |
| 399,709 | | |
| 401,181 | | |
| 6.00 | % | |
March 1, 2050 |
-Second Note | |
| 185,000 | | |
| 185,000 | | |
| 6.85 | % | |
February 14, 2025 |
3408 Budlong | |
| | | |
| | | |
| | | |
|
-First Note | |
| 606,902 | | |
| 609,626 | | |
| 4.875 | % | |
December 1, 2051 |
-Second Note | |
| 120,000 | | |
| 120,000 | | |
| 5.00 | % | |
November 1, 2029 |
3912 S. Hill Street | |
| | | |
| | | |
| | | |
|
-First Note | |
| 501,255 | | |
| 503,094 | | |
| 6.425 | % | |
December 1, 2050 |
- Second Note | |
| 152,000 | | |
| 152,000 | | |
| 6.425 | % | |
November 1, 2026 |
4009 Brighton Avenue | |
| 717,152 | | |
| 720,010 | | |
| 4.875 | % | |
November 1, 2051 |
3908 Denker Avenue | |
| 628,069 | | |
| 630,515 | | |
| 4.975 | % | |
December 1, 2051 |
4021 Halldale Avenue | |
| 761,555 | | |
| 766,071 | | |
| 6.75 | % | |
October 1, 2052 |
1284 W. 38th Street | |
| | | |
| | | |
| | | |
|
-First Note | |
| 645,868 | | |
| 648,605 | | |
| 4.625 | % | |
March 1, 2052 |
-Second Note | |
| 188,000 | | |
| 188,000 | | |
| 5.25 | % | |
June 20, 2029 |
4505 Orchard Avenue | |
| 645,649 | | |
| 648,282 | | |
| 5.00 | % | |
October 1, 2029 |
3777 Ruthelen Street | |
| 708,135 | | |
| 711,326 | | |
| 4.625 | % | |
March 1, 2052 |
3791 S. Normandie Avenue | |
| | | |
| | | |
| | | |
|
- First Note | |
| 613,448 | | |
| 615,682 | | |
| 5.225 | % | |
April 1, 2052 |
-Second Note | |
| 150,000 | | |
| 150,000 | | |
| 5.00 | % | |
January 4, 2029 |
2029 W. 41st Place | |
| 820,000 | | |
| 809,900 | | |
| 6.00 | % | |
December 31, 2029 |
4517 Orchard Avenue | |
| | | |
| | | |
| | | |
|
-First Note | |
| 477,023 | | |
| 479,070 | | |
| 5.225 | % | |
April 1, 2052 |
-Second Note | |
| 158,000 | | |
| 158,000 | | |
| 5.00 | % | |
March 1, 2029 |
1733 W. 37th Place | |
| | | |
| | | |
| | | |
|
-First Note | |
| 567,450 | | |
| 567,450 | | |
| 7.5 | % | |
June 22, 2023 |
-Second Note | |
| 100,000 | | |
| 100,000 | | |
| 6.00 | % | |
May 1, 2029 |
| |
| | | |
| | | |
| | | |
|
Hubilu General Loan | |
| 275,000 | | |
| 275,000 | | |
| 6.00 | % | |
On Demand |
| |
| | | |
| | | |
| | | |
|
| |
$ | 16,534,941 | | |
$ | 16,488,381 | | |
| | | |
|
Less: current maturities | |
| 702,417 | | |
| 1,640,175 | | |
| | | |
|
Mortgages payable | |
$ | 15,832,524 | | |
$ | 14,848,206 | | |
| | | |
|
NOTE
8 – PROMISSORY NOTES PAYABLE-Related Party
Esteban
Coaloa, who was owed $89,593
as part of the purchase of 2909 S. Catalina Street,
Los Angeles, CA, passed away in 2017. Effectively, Mr. Coaloa is no longer an officer of the Company, therefore the loan is now payable
to his family trust and is no longer a related party transaction. The promissory notes, related parties balance as of December 31, 2022 was $89,593, which was reclassified and added to the mortgages payable
amount during the first quarter of 2023. As of March 31, 2023, there were no other promissory notes held by related parties.
NOTE
9 –RELATED PARTY TRANSACTIONS
As
of March 31, 2023, Jacaranda Investments, Inc., has provided advances totaling $474,271 (December 31, 2022: $474,271). These advances
are unsecured and do not carry a contractual interest rate or repayment terms. In connection with these advances, the Company has recorded
an imputed interest charge of $12,933 and which was credited to additional paid-in capital for the three months ended March 31, 2023.
See additional related party transactions in Note 4 and 5.
NOTE
10 – SERIES 1 CONVERTIBLE PREFERRED SHARES
On
September 8, 2016, the Company authorized and designated 2,000,000 shares of Series 1 convertible preferred stock (the “Preferred
Stock”).
Effective
September 30, 2019, the 5% Voting, Cumulative Convertible Series 1 Preferred Stock date of conversion has been extended to the September
30, 2029.
The
Preferred Stock has the following rights and privileges:
Voting
– The holders of the Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock
into which such shares of Preferred Stock could be converted.
Conversion
– Each share of Preferred Stock, is convertible at the option of the holder, into shares of common stock, at the lesser of
$0.50 per share or a ten percent (10%) discount to the average closing bid price of the common stock 5 days prior to the notice of conversion.
The Preferred Stock is also subject to certain adjustments for dilution, if any, resulting from future stock issuances, including for
any subsequent issuance of common stock at a price per share less than that paid by the holders of the Preferred Stock.
Dividends
– The holders of the Preferred Stock in preference to the holders of common stock, are entitled to receive dividends at the
rate of 5% per annum, in kind, which shall accrue quarterly. Such dividends are cumulative. No such dividends have been declared to date.
Liquidation
– In the event of any liquidation, dissolution, winding-up or sale or merger of the Company, whether voluntarily or involuntarily,
each holder of Preferred Stock is entitled to receive, in preference to the holders of common stock, a per-share amount equal to the
original issue price of $1.00 (as adjusted, as defined), plus all declared but unpaid dividends.
SCHEDULE
OF ISSUANCE OF CONVERTIBLE PREFERRED SHARES SETTLEMENT OBLIGATION
| |
# of Shares | | |
Amount | | |
Dividend in Arrears | | |
Total | |
| |
| | |
| | |
| | |
| |
Balance, December 31, 2022 | |
| 520,400 | | |
$ | 520,400 | | |
$ | 153,514 | | |
$ | 673,914 | |
Dividends accrued | |
| - | | |
| - | | |
| 6,398 | | |
| 6,398 | |
Balance, March 31, 2023 | |
| 520,400 | | |
$ | 520,400 | | |
$ | 159,912 | | |
$ | 680,312 | |
NOTE
11 – CONTINGENCY/LEGAL
As
of March 31, 2023, and during the preceding ten years, no director, person nominated to become a director or executive officer, or promoter
of the Company has been involved in any legal proceeding that would require disclosure hereunder.
From
time to time, the Company may become subject to various legal proceedings and claims that arise in the ordinary course of our business
activities. However, litigation is subject to inherent uncertainties for which the outcome cannot be predicted. Any adverse result in
these or other legal matters could arise and cause harm to the Company’s business. The Company currently is not a party to any
claim or litigation, the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably
expected to have a material adverse effect on the Company’s business.
NOTE
12 - SUBSEQUENT EVENTS
We
have evaluated subsequent events from the balance sheet date through March 31, 2023, the date at which the financial statements were
issued, and determined that there were no items that require adjustment to or disclosure in the financial statements.
Forward
Looking Statements
This
Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in Item 2 of Part I of this report include forward-looking statements within the meaning of Section 27A of the Securities Exchange Act
of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the “Reform Act”). The Reform
Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves
so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors
that could cause actual results to differ from the projected results. All statements, other than statements of historical fact that we
make in this Quarterly Report on Form 10-Q are forward-looking. The words “anticipates,” “believes,” “expects,”
“intends,” “will continue,” “estimates,” “plans,” “projects,” the negative
of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does
not mean the statement is not forward-looking.
Forward-looking
statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results,
performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s
beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important
factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities
and Exchange Commission, including on Forms 8-K and 10-K.Examples of forward looking statements in this Quarterly Report on Form 10-Q
include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital
and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions
regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions.
These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements
are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from
the results and events anticipated or implied by such forward-looking statements include:
|
● |
the risks of a start-up
company; |
|
|
|
|
● |
management’s plans,
objectives and budgets for its future operations and future economic performance; |
|
|
|
|
● |
capital budget and future
capital requirements; |
|
|
|
|
● |
meeting future capital
needs; |
|
|
|
|
● |
our dependence on management
and the need to recruit additional personnel; |
|
|
|
|
● |
limited trading for our
common stock, if listed or quoted |
|
|
|
|
● |
the level of future expenditures; |
|
|
|
|
● |
impact of recent accounting
pronouncements; |
|
|
|
|
● |
the outcome of regulatory
and litigation matters; and |
|
|
|
|
● |
the assumptions described
in this report underlying such forward-looking statements. Actual results and developments may materially differ from those expressed
in or implied by such statements due to a number of factors, including: |
|
|
|
|
● |
those described in the
context of such forward-looking statements; |
|
|
|
|
● |
the political, social and
economic climate in which we conduct operations; and |
|
|
|
|
● |
the risk factors described
in other documents and reports filed with the Securities and Exchange Commission |
We
operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict
all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual
results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable.
However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking
statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to
update publicly any of them in light of new information or future events.